DrChrono gray logo Mobile menu icon
 

Terms of Use

Last updated: May 11, 2020

I. Introduction and Eligibility

Please read these Terms of Use (these “Terms of Use”) carefully before using the DrChrono Services (as defined in Section II).

These Terms of Use include DrChrono’s Privacy Policy, which is incorporated by reference into these Terms of Use. We have included several annotations in boxes to help explain the legal jargon and emphasize key sections. We have included several annotations in boxes to help explain the legal jargon and emphasize key sections contained within your contract. The annotations noted here are for convenience only and have no legal or contractual effect. The actual signed contract and the Terms of Use are the binding documents.

This agreement is a legally binding contract. It may change as our business changes, and you agree you will review it and any updates regularly.

Binding Agreement. These Terms of Use constitute a binding agreement between you and DrChrono Inc. and its affiliates and subsidiaries (“DrChrono,” “we,” “us”). “You,” “you,” “Providers,” and “users” shall mean all health service providers and their agents who use the DrChrono Services. You accept these Terms of Use by clicking the “I AGREE” checkbox when you download or install the DrChrono Services, when you agree to them by using our website at www.DrChrono.com, and each time you access the DrChrono Services thereafter. If you do not accept these Terms of Use, you must not use the DrChrono Services.

In addition to these Terms of Use, the terms of any agreement that you have entered into with us shall also govern our relationship.

Access to the DrChrono Content (as defined in Section VII) is provided solely to facilitate access to DrChrono Services. Subject to compliance with these Terms of Use and any agreement that You may have executed with DrChrono (“Your Agreement”), Your access to the DrChrono Services and the DrChrono Content is on a limited, non-exclusive, non-transferable basis only during the term of Your Agreement.

Revisions to Terms of Use. We may revise these Terms of Use at any time by posting an updated version to this web page. You should visit this page periodically to review the most current Terms of Use because you are bound by them when you use the DrChrono Services as well as our website. Your continued use of the DrChrono Services after a change to these Terms of Use constitutes your binding acceptance of these Terms of Use.

The terms “post” and “posting” as used in these Terms of Use shall mean the act of submitting, uploading, publishing, displaying, or similar action on the DrChrono Services.

"Health-related information" means all individually identifiable health information, including demographic information and information related to an individual’s physical or mental health, the provision of health care to the individual, or the individual’s payment for the provision of health care.

"Health service provider" means an entity that provides health-related services.

II. The DrChrono Services

The “DrChrono Services” are defined as any computer or mobile application or software under DrChrono’s control, whether partial or otherwise, in connection with providing the services provided by DrChrono, including any website or application owned or controlled by DrChrono. The DrChrono Services include but are not limited to, providing a platform to offer telemedicine services, and providing a platform to store health-related information to make it available to you and your employees.

DrChrono does not give medical advice.

Medical Advice. DrChrono does not give medical advice. The DrChrono Services may provide helpful information to assist you in medical decision-making. The information and materials available through the DrChrono Services are for informational and educational purposes only and are not intended to constitute professional advice, diagnosis or treatment, or to substitute for your professional judgment. You assume full risk and responsibility for the use of information you obtain from or through the DrChrono Services. You will be solely responsible for the professional and technical services you provide. In addition, we do not recommend or endorse any provider of health care or health-related products, items, or services. Your relationship with the DrChrono users (including your patients/clients) is directly between you and the patient. The patient will never have a physician-patient relationship with DrChrono. DrChrono does not practice medicine or any other licensed profession and offers no medical or other professional services.

We do not screen users.

Screening Users. DrChrono does not screen its users or verify information (including, without limitation, residence information) communicated through the DrChrono Services, though DrChrono has the right to monitor such information. It is your responsibility to ensure that a patient of yours is located in a place where you may legally provide professional services. DrChrono does not have responsibility for the conduct of such users, including the information posted by users. Contact us to notify of us of inappropriate or illegal conduct or content you encounter on the DrChrono Services.

You agree to comply with any additional terms required by our third-party vendors and suppliers, as necessary, to use parts of the DrChrono Services.

Third-Party Services. Your use of the DrChrono Services may include certain third-party software and services or allow you to access additional software and services offered by third-parties. Your use of such software or services may require that you enter into separate subscription, licensing, and/or business associate agreements with such third-party vendors and suppliers. You agree: (i) to comply with and, upon request, execute such agreements as may be required for the use of such software or services; (ii) that DrChrono may disclose individually identifiable health information to these third-parties on your behalf.

You may allow employees to use the DrChrono Services on your behalf. You may allow patients to use the DrChrono Services to pay for your services.

You are responsible for the use and misuse of the DrChrono Services by the employees and patients you allow to access the DrChrono Services using your account.

No Third-Party Access. Except as required by law and described below, you will not permit any third party to have access to the DrChrono Services using your account. You may allow your employees to use the DrChrono Services on your behalf in compliance with these Terms of Use. You may also allow patients to make payment for your services through the DrChrono Services in compliance with these Terms of Use. You are solely responsible for the use of the DrChrono Services by your employees and patients. We have no liability for the consequences to you or your employees or patients from your or their use of the DrChrono Services.

Responsibility for Misuse by Other Users of Your Account. You acknowledge that by allowing employees and patients to access the DrChrono Services with your account, you are responsible for ensuring such employees and patients use the DrChrono Services for the purposes for which they are accessing it. While the DrChrono Services has certain technical safeguards against misuse, you acknowledge it will rely to a substantial extent on your responsible use. You agree that we will not be responsible for any unlawful access to or use of the DrChrono Services by any employee or patient to whom you gave access or log-in credentials. You agree that you are responsible for ensuring that health-related information is properly protected under applicable law.

You represent and warrant that you received any necessary consents from individuals before posting their information in the DrChrono Services.

Individuals’ Consent for Data Collection and Use. You represent and warrant that you have obtained the proper consents, authorizations, and releases from individuals to the fullest extent required by applicable law before posting their health-related information to the DrChrono Services or initiating any payment transactions.

Exporting Information from the DrChrono Services. You are solely responsible for any health-related information exported from the DrChrono Services by you or the employees and patients that you allow access from your account. You represent and warrant that you will export and subsequently use protected health information only as permitted by HIPAA and applicable federal and state law.

Transferring Information into the DrChrono Services. You may be able to transfer information from your or third-party data sources into the DrChrono Services. You represent and warrant that you have all necessary patient authorization for such data transfers and that such data transfers will comply with HIPAA and other applicable federal and state law.

Training and Compliance. You agree to train all employees on the use of the DrChrono Services, HIPAA or health privacy obligations, and the requirements of these Terms of Use and ensure that they comply with such requirements.

Compulsory Information Disclosure. You will promptly notify us of any order or demand for compulsory disclosure of health-related information if the disclosure requires access to or use of the DrChrono Services. You will cooperate fully with us in connection with any such demand.

Data Retention. You are responsible for complying with all state and federal laws related to retention of medical data and records, patient access and amendment to information, and patient authorization to release data.

DrChrono Marketplace. The DrChrono Marketplace (the “Marketplace”) is a directory of products and services that are integrated with DrChrono Services. DrChrono clients may use the Marketplace to browse, locate, or request information for integrated products and services. These products and services are offered by third parties not affiliated with DrChrono. While DrChrono may integrate third-party products and services into DrChrono Services, you understand and agree that DrChrono in no way controls or is responsible for any third-party product or service on the Marketplace. DrChrono will not be liable for your interactions with any organizations or individuals found on the Marketplace. You will need to contract separately for the integrated products and services offered by those third parties, and those dealings are solely between you and such organizations or individuals. Your use of any third-party product or service will not affect your relationship with DrChrono. DrChrono will require further consent or authorization prior to sending any of your or your employer’s or patients’ information or data to any third party with which you contract.

III. Patient Billing

DrChrono allows you to use the DrChrono Services to collect payment from patients for the services you provide to them.

You will be paid according to our posted payment schedule when the patient payments due to you exceed the minimum payout balance.

We may delay payment until such minimum payout balance is reached.

We will charge a transaction fee and deduct it from our payments to you.

You are responsible for all government taxes, fees, and service charges and all third-party fees and charges related to our payment to you.

"Minimum payout balance" means the minimum amount collected from patients by the DrChrono Services and payable to you before we will disburse the payments to you. For example, if the minimum payout balance is $100.00, then we will not disburse payment to you until we have collected at least $100.00 to be paid to you. We may change the amount of the minimum payout balance at our discretion, at any time. The current minimum payout balance amount is available here.

Calculating Payment Due to You. We will collect the full amount from the patient, deduct our Transaction Fee (as defined below), and disburse the remainder to you using your selected payment method.

Payment Methods. We may provide multiple payment methods for you to receive payments. When you select a payment method, you agree to allow us to distribute payment to you using that method according to the information you provide to us. For example, if you choose the payment method of direct deposit into your bank account, you agree that we may distribute funds into the bank account using the bank account information you provided to us.

Timing of Payments to You. We will make payments to you on a scheduled basis when payments due to you meet the minimum payout balance. Our current payment schedule is available here. We may change the payment schedule at our discretion, at any time. Payment to you may also be delayed for payment processing reasons. For example, if a patient’s billing information is manually entered into the DrChrono Services or a patient’s payment is above a certain amount, there may be a processing delay to ensure proper collection of funds from the patient. When you terminate your account, DrChrono will pay you the remaining balance, minus our Transaction Fees.

Holding Payments Due to You. Unless we have collected patient payments due to you totaling at least the minimum payout balance or you terminate your access to the DrChrono Services, we will hold the funds and roll them into the next scheduled payment. We will continue to roll the funds to the next scheduled payment until the minimum payout balance is reached. Thereafter, we will make payment to you according to the payment schedule. If you decide to terminate your account with the DrChrono Services, we will make the payment due to you before closing your account. We are not liable for any interest on the funds we hold for you.

DrChrono’s Transaction Fees. DrChrono may charge a fee to collect payments from patients and disburse payment to you. As such term is used herein, our current “Transaction Fee” schedule is located here.

Government Taxes, Fees, and Service Charges. You are responsible for determining and paying the appropriate government taxes, fees, and service charges resulting from a transaction occurring through the DrChrono Services. DrChrono is not responsible for collecting, reporting, paying, or remitting to you any such taxes, fees, or service charges.

Fees Charged by Third-Party Payment Processors. The DrChrono Services uses third parties to process payments, which may include your financial institution. Use of such third-party payment services and financial institutions is subject to their terms and conditions of use. Such third parties may charge fees to process payments, and DrChrono is not responsible for them. These fees are available to you upon your written request to DrChrono. You are responsible for such fees, and DrChrono disclaims all liability with regards to any fees or problems you have with third-party payment processors. For example, you are responsible for any charges or fees that may be imposed by your bank under its terms and conditions as a result of using the DrChrono Services.

United States Dollars. All monetary transactions take place in U.S. dollars.

Electronic Payments Report. DrChrono may allow you to access reports showing the financial transactions between you and your patients. We rely on third parties for the information we display in the reports, and we are not responsible for their timeliness or accuracy.

Unless Your Agreement states otherwise, Provider is solely responsible for all agreements, consents, notices and other interactions with patients and other consumers. Without limiting the generality of the foregoing, Provider is solely responsible for all billings and collections from patients and other consumers, and DrChrono shall have no liability whatsoever to Provider concerning any amounts owed by any patient or other consumers to Provider.

IV. Protected Health Information Practices

When we maintain or process protected health information, we comply with HIPAA and a Business Associate we have formed with you.

You agree that our practices with respect to protected health information are governed by the Health Insurance Portability and Accountability Act of 1996, and any amendments and regulations promulgated therefrom (“HIPAA”). By agreeing to these Terms of Use, you also agree to DrChrono’s Business Associate Addendum, available here and incorporated by reference into these Terms of Use, unless you or your organization have agreed to a different business associate agreement with DrChrono that applies to your use of the DrChrono Services.

You agree to use the DrChrono Services only as permitted by HIPAA, the 21st Century Cures Act, and other applicable data privacy laws.

As part of our internal compliance control, to the extent DrChrono uses third party business processing outsourcing vendors in connection with our provision of the DrChrono Services, we reserve the right to conduct an audit of their operations in our discretion.

Patient-Collected Data. For the avoidance of doubt, each of DrChrono, You, as well as each patient/end-user of Yours (a “Patient”) and DrChrono Inc. (the entity) shall have rights to use the Patient-Collected Data. As used herein, the “Patient-Collected Data” shall mean the PHI that is collected in connection with Your use of the DrChrono Services. In the event that Patient requests its Patient-Collected Data from DrChrono whether during the then applicable Contract Term (as defined in Your Agreement) or after the expiration or termination of this Agreement, DrChrono shall use its reasonable efforts to provide the Patient-Collected Data to a Patient. As used herein, “PHI” shall mean individually identifiable health information, as that term is defined in 45 C.F.R. § 160.103.

Physician-Created Data. Further, nothing herein these Terms of Use shall prohibit DrChrono from using the aggregated, non-personally identifiable data created, compiled, analyzed or otherwise collected by the Authorized User in its use of the DrChrono Services or the DrChrono Content (“Physician Data”). Additionally, DrChrono shall have the right to either provide or not provide the Physician Data to any third parties.

Automatically Collected Data. We may collect certain information automatically when you use the DrChrono Services, such as your Internet protocol (IP) address, device and advertising identifiers, browser type, operating system, Internet service provider, pages that you visit before and after using the DrChrono Services, the date and time of a Patient’s visit, information about the links you click and pages you view within the DrChrono Services, and other standard server log information.  We may also collect certain location information when you use our DrChrono Services, such as your computer’s IP address, your mobile device’s GPS signal, or information about nearby WiFi access points and cell towers.

We may use cookies, pixel tags, Local Shared Objects, and similar technologies to automatically collect this information.  Cookies are small bits of information that are stored by your computer’s web browser.  Pixel tags are very small images or small pieces of data embedded in images, also known as “web beacons” or “clear GIFs,” that can recognize cookies, the time and date a page is viewed, a description of the page where the pixel tag is placed, and similar information from your computer or device.  Local Shared Objects (sometimes referred to as “Flash Cookies”) are similar to standard cookies except that they can be larger and are downloaded to a computer or mobile device by the Adobe Flash media player.  By using the DrChrono Services, you consent to our use of cookies and similar technologies.

We may also collect technical data to address and fix technical problems and improve our DrChrono Services, including the memory state of your device when a system or app crash occurs while using the DrChrono Services.  Your device or browser settings may permit you to control the collection of this technical data.  This data may include parts of a document you were using when a problem occurred, or the contents of your communications. By using the DrChrono Services, you are consenting to the collection of this technical data.

V. Service Access, Account Creation and Secure Credentials

If you create an account on behalf of a health service provider, you agree you have the authority to do so and that you are binding the health service provider.

We may take steps to verify you are a health service provider.

You are responsible for your log-in credentials and for keeping your account information accurate.

You are responsible for any activity resulting from the use of your log-in credentials on the DrChrono Services.

You agree that if you create an account and use the DrChrono Services on behalf of a health service provider, you have the necessary legal authority and capacity to do so as an authorized agent of the health service provider. Such health service provider will be the primary account holder. You agree that you have the authority to bind the health service provider in legal agreements and contracts. Your agreement to these Terms of Use also binds such health service provider. As a healthcare provider using the Sites (as defined below) you must agree to comply with all laws, medical or other board rules (including, without limitation, all state licensing rules and regulations), or other rules and regulations applicable to you as a healthcare provider or other professional using the Sites.

Due Authority. You represents and warrant to DrChrono on a continuing basis through the Contract Term of Your Agreement that: (i) You have the requisite corporate power and authority to execute and perform its obligations under Your Agreement; (ii) the person executing Your Agreement on your behalf has the authority to bind You and that such person’s execution of Your Agreement is not in violation of your bylaws, certificate of incorporation or other comparable document; (iii) the execution of Your Agreement does not constitute a material breach of any covenants or agreements by which You or any of your assets are bound; and (iv) neither You nor any of your personnel to your knowledge (A) has been convicted of any crime arising from claims or other transactions, financial relationships, or financial dealings in connection with health care, or (B) has been excluded from any federal or state health care program.

Owner of Account and Health-Related Information. The primary account holder (i.e., health service provider) holds the legal rights to the DrChrono Services account and the information posted to the DrChrono Services by your business entity.

Accurate Account Information. You represent and warrant that the information you provide to DrChrono upon registration and at all other times will be true, accurate, current, and complete. You also represent and warrant that you will ensure that this information is kept accurate and up-to-date at all times.

Verification. You agree that we may take steps to verify your identity and credentials as a health service provider at any time. You agree that we may use and disclose information, including “Confidential Information,” about you for such purposes, including making inquiry of third parties concerning your identity and professional and practice credentials. You authorize such third parties to disclose to us such information as we may request for such purposes, and you agree to hold them and us harmless from any claim or liability arising from the request for or disclosure of such information. You agree that we may terminate your access to the DrChrono Services at any time if we are unable at any time to determine or verify your qualifications or credentials.

Protecting Your Log-In Credentials. As a registered user, you will have log-in information, including a username and password. Your account is personal to the primary account holder, and you may not share your account and log-in information with, or allow access to your account by, any third party. As you will be responsible for all activity that occurs under your account and access credentials, you should take care to preserve the confidentiality of your username and password, and any device that you use to access the DrChrono Services. Your access to the Site may be revoked by DrChrono at any time with or without cause. You agree to defend, indemnify and hold DrChrono harmless from and against all third party claims, damages and expenses (including reasonable attorney’s fees) against or incurred by DrChrono arising out of your breach of these Terms of Use or violation of applicable law, your use or access of the Sites, or access by anyone accessing the Site using your username and password.

Notification in Case of Breach. You agree to notify us immediately of any breach in secrecy of your log-in information. If you have any reason to believe that your account information has been compromised or that your account has been accessed by a third party, you agree to immediately notify DrChrono support. You will be solely responsible for the losses incurred by DrChrono and others (including patients) due to any unauthorized use of your account that takes place prior to notifying DrChrono that your account has been compromised.

Additional Use Terms. You shall access the DrChrono Services and DrChrono Content only: (i) through Your Authorized Users acting within the scope of their service for You; (ii) on DrChrono’s servers as authorized by DrChrono; (iii) for Your internal use; and (iv) from and within the United States. The DrChrono Services are not intended to be used outside of the United States. DrChrono makes no representations and warranties that the DrChrono Services comply with applicable law in your jurisdiction and DrChrono shall not be responsible for Your use of the DrChrono Services outside of the United States. In the event that You use the DrChrono Services outside of the United States, you acknowledge and understand that you are solely responsible for any and all legal consequences for violating applicable laws within your jurisdiction and that You shall have no right of recourse against DrChrono. If You are an RCM Client, You shall not use, directly or indirectly, any patient service-related billing system or method other than the DrChrono Services and DrChrono Content, including cash billing systems, unless You (i) use a different tax identification number for claims submitted through a different billing system, or (ii) agree to use DrChrono’s mixed remittance process with respect to such claims.

As used herein, “Authorized Users” shall mean those users (i) who are designated by You on the DrChrono Services control screens and who are (A) employees of Yours, or (B) other individuals, corporations, or entities that are not, and are not affiliated with, third party payers or competitors of DrChrono, and have a valid HIPAA business associate agreement or other agreement with You, and (ii) who have been granted access to the DrChrono Services and/or DrChrono Content by You in Your exercise of reasonable discretion relating to the receipt of the DrChrono Services and/or DrChrono Content hereunder by You, and (iii) from whom You have obtained reasonable assurances that they will comply with the access and use and confidentiality terms in these Terms of Use and Your Agreement.

You shall ensure that each Authorized User complies with these Terms of Use and Your Agreement as well as applicable law. You shall terminate any Authorized User’s access to the DrChrono Services or the DrChrono Content: (i) when such person no longer meets the definition of “Authorized User”; (ii) if conduct by such Authorized User breaches any term of these Terms of Use and/or Your Agreement; or (iii) upon such Authorized User’s indictment, arrest, or conviction of any crime related to claims or other transactions, financial relationships, or financial dealings in connection with health care, and You shall immediately inform DrChrono of any such indictment, arrest, or conviction. You are responsible for all acts and omissions of any Authorized User in connection with such Authorized User’s access and use of the DrChrono Services. DrChrono may restrict, suspend, or terminate an Authorized User’s access to the DrChrono Services or the DrChrono Content if DrChrono determines in its sole discretion that such access has an adverse effect on DrChrono.

Violations of system or network security may result in civil or criminal liability. DrChrono will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Sites or any activity being conducted on the Sites.

Except as expressly permitted under these Terms of Use, You shall not and shall cause Your Authorized Users not to: (i) access or use the DrChrono Services or the DrChrono Content in connection with the provision of any services to third parties; (ii) resell, rent, license, lease, provide service bureau or timeshare services, transfer, encumber, copy, distribute, publish, exhibit, transmit or otherwise make available to any third party any DrChrono Content or the DrChrono Services; (iii) derive specifications from, reverse engineer, reverse compile, disassemble, translate, record, or create derivative works based on the DrChrono Services or the DrChrono Content; (iv) use the DrChrono Services or the DrChrono Content in a manner that delays, impairs, or interferes with system functionality for others or that compromises the security or integrity of any data, equipment, software, or system input or output, including but not limited to introduction of any viruses or malware into the DrChrono Services; (v) enter data in the DrChrono Services that is threatening, harmful, lewd, offensive, defamatory, or that injures or infringes the rights of others; (vi) apply systems to extract or modify information in the DrChrono Services or the Sites using technology or methods such as those commonly referred to as “web scraping,” “data scraping,” or “screen scraping” or other automated means of any kind to access or copy data on the Sites, deep-link to any feature or content on the Sites, bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Sites; (vii) use the DrChrono Services or the DrChrono Content or any part or aspect thereof for any unlawful purpose or to mislead or harass anyone; or (viii) use the DrChrono Services or the DrChrono Content except as specifically permitted under this Agreement. Use of or access to the DrChrono Services or the DrChrono Content not in accordance with these Terms of Use or Your Agreement is strictly prohibited. Any violation will cause DrChrono irreparable and immediate harm, and DrChrono is entitled to injunctive relief to prevent such violation.

Third-Party Browser Extensions. Extensions are small software programs, developed by third parties, that can modify and enhance the functionality of Your browser. Extensions may have privileges, including the ability to read, record and/or modify Your private data, including PHI. These extensions are installed by individual users into the browser on their computers and are utilized at users’ own risk. Further, such extensions are not affiliated with DrChrono and DrChrono does not have visibility into which extensions any user may use. DrChrono assumes no risk of loss of data or breach of such data due to Your use of browser extensions. DrChrono makes no representations whatsoever about any other website that you may access through its Sites. When you access a non-DrChrono site, please understand that it is independent of DrChrono, and that DrChrono has no control over the content on that website. In addition, a link to a non-DrChrono website does not mean that DrChrono endorses or accepts any responsibility for the content, or the use, of the linked site. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. If you decide to access any of the third-party sites linked to the Sites, you do this entirely at your own risk.

Prior to using the DrChrono Services, if You have one (or more) of these extensions enabled in Your browsers, DrChrono recommends completely removing all of these extensions immediately as disabling the extensions may not be sufficient to protect Your PHI.  We recommend that You only access the DrChrono Services from supported browsers that have all plugins and extensions removed.

Further, installing any third-party software on Your operating system may also subject You to the same risks as using browser extensions. DrChrono assumes no risk of loss of data or breach of such data due to your use of browser extensions. DrChrono has no liability to You due to damages caused by any third-party software, including, without limitations, browser extensions.

VI. Communications

DrChrono may communicate with you by email or by posting notice on the DrChrono Services. You may request that we provide notice of security breaches in writing.

You agree to receive texts, phone calls, and/or email from us at the phone numbers and email addresses you provided to us for informational and customer service-related purposes.

Electronic Notices. By using the DrChrono Services or providing personal information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the DrChrono Services. If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the DrChrono Services or sending a text or email to you. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please contact us.

VII. DrChrono’s Content Ownership and Use

DrChrono owns all of the content we create, but you may use it while you use the DrChrono Services. You cannot use our logo without our written permission.

The contents of the DrChrono Services include: the DrChrono websites, the DrChrono Services, materials, DrChrono Services descriptions, proprietary methods, templates, spreadsheets, databases and other electronic tools created or owned by DrChrono, including all data and information included in or entered into the DrChrono Services that DrChrono compiles, sorts, integrates, normalizes, analyzes, maps, stores, processes, selectively aggregates and/or combines with multiple disparate data sources, for comparison, benchmarking or other similar and lawful purposes, as well as edits, improvements, additions, modifications, interfaces, and derivative works prepared from or relating to any of the foregoing, and any and all tangible and intangible works of authorship, copyrights, patents, trademarks, trade secrets and trade dress, and all intellectual property rights in any of the foregoing (collectively, “DrChrono Content”). All DrChrono Content and the compilation (meaning the collection, arrangement, and assembly) of all DrChrono Content are the property of DrChrono or its licensors and are protected under copyright, trademark, and other laws

License to You. We authorize you, subject to these Terms of Use, to access and use the DrChrono Services and the DrChrono Content solely for the use of the DrChrono Services, at our discretion. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the DrChrono Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original DrChrono Content on any copy you make of the DrChrono Content.

DrChrono Marks. DrChrono, the DrChrono logo, and other DrChrono logos and product and service names are or may be trademarks of DrChrono (the “DrChrono Marks”). Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use in any manner the DrChrono Marks.

VIII. DrChrono Websites.

All pages within DrChrono’s websites and applications (the “DrChrono Sites”) including, but not limited to, any website or mobile application content or pages dedicated to our telemedicine product (collectively, the “Telemedicine Site” and, together with the DrChrono Sites, the “Sites”) and any material made available by DrChrono for download are the property of DrChrono, or its licensors or suppliers, as applicable. The Sites are protected by the United States and international copyright and trademark laws. The Contents of the Sites, including without limitation the files, documents, text, photographs, images, audio, and video, and any materials accessed through or made available for use or download through the Sites may not be copied, distributed, modified, reproduced, published or used, in whole or in part, except for purposes authorized or approved in writing by DrChrono. You may not frame or utilize framing techniques to enclose, or deep linking to, any name, trademarks, service marks, logo, DrChrono Content or other proprietary information (including; images, text, page layout, or form) of DrChrono without our express written consent.

The Telemedicine Site. The Services available through the Telemedicine Site may include a virtual waiting room (“Virtual Waiting Room”). Just like the waiting room in a physical office, anyone can enter your Virtual Waiting Room. As such, content posted on your Virtual Waiting Room is available to and can be viewed by anyone who enters. The Telemedicine Site may provide you with the ability to post content on and links to other sites through the Virtual Waiting Room. The content which you post on your Virtual Waiting Room and the links to other sites you make available on your Virtual Waiting Room is yours and yours alone. Provided that the content posted is not in violation of these Terms of Use, DrChrono will not claim any rights or interests in such content. By posting such content or links, you agree to be solely responsible for such content and links and agree to defend, indemnify and hold DrChrono harmless as provided in Section XV, below.

Provider Agreements and Other Content. If you submit, upload or post any agreements, contracts, consents, notices, advice, recommendations, comments, files, videos, images or other materials to us or our Sites (“Provider Content”) or provide any Provider Content to patients or other consumers, (including but not limited to content post on or through links available on your Virtual Waiting Room), you agree not to provide any Provider Content that (1) is defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (2) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets or intellectual property rights of any person or entity, or (3) contains or transmits a virus or any other harmful component. The Provider is solely responsible for obtaining all necessary agreements and consents from and providing all required notices to, patients and other consumers. You agree not to contact other users through unsolicited e-mail, telephone calls, mailings or any other method of communication. You represent and warrant to DrChrono that you have the legal right and authorization to upload all Provider Content on the Sites and any Provider Content posted to a Virtual Waiting Room. Except with respect to the Provider Content posted to a Virtual Waiting Room, Provider hereby grants DrChrono a royalty-free, irrevocable, transferable right and license to use the Provider Content however DrChrono desires, including without limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from and/or sell and/or distribute such Provider Content and/or incorporate such Provider Content into any form, medium or technology throughout the world. DrChrono is and shall be under no obligation (1) to maintain any Provider Content in confidence; (2) to pay to you or anyone else any compensation for any Provider Content; or (3) to respond to any Provider Content. For purposes of clarity, provided that it does not violate Section VII above, DrChrono does not claim any interest in or rights to Provider Content posted to a provider’s Virtual Waiting Room. Providers are solely responsible for Provider Content posted to Provider’s Virtual Waiting Room.

DrChrono does not regularly review Provider Content but does reserve the right (but not the obligation) to monitor and edit or remove any Provider Content submitted to the Sites. You grant DrChrono the right to use the name that you submit in connection with any Provider Content. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any Provider Content. You are and shall remain solely responsible for the content of any Provider Content you post to the Sites or provide to patients or other consumers - including content posted to your Virtual Waiting Room. DrChrono and its affiliates take no responsibility and assume no liability for any Provider Content submitted by you or any third party.

You agree to defend, indemnify and hold DrChrono harmless from and against all third party claims, damages, and expenses (including reasonable attorneys’ fees) against or incurred by DrChrono arising out of any Provider Content you post or allow to be posted to the Sites or a Virtual Waiting Room.

Sites Access; Security and Restrictions. You are prohibited from violating or attempting to violate the security of the Sites, including, without limitation, (a) accessing data not intended for your use or logging onto a server or an account which you are not authorized to access; or (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) accessing or using the Site or any portion thereof without authorization, in violation of these Terms of Use or violation of applicable law.

If you are under 18 years of age, you may not access the Sites or use the DrChrono Services.

Shared Security Responsibilities. The Telemedicine Site is meant to help transmit sensitive data and we have done our best to protect that data in our hands. But you are also a part of the solution so: use a strong password; do not share your login credentials; update your software regularly; install and use anti-virus and firewall software (but whitelist DrChrono!); and do not use DrChrono in a public place.

Individual Accounts and Abuse. In some instances, we may offer a free service as a benefit to the community. When you let other people share your account, delete your account and sign up again to get another 30 free days, or have your whole employee base on a free plan, you are taking advantage of the DrChrono Services. If we think you are doing this, we may warn you. If you do not respond or change behavior, we will delete your account and prevent you from using our Sites and the DrChrono Services again. If you have more than one (1) person, employee, or independent contractor in your organization that has accounts with us, you must be on an upgraded plan.

Termination of Account by the Provider. If you desire to terminate your account, you must log in to your account and delete it under account settings. DrChrono will not delete your account by virtue of your email alone.

Accuracy and Integration of Information. Although DrChrono attempts to ensure the integrity and accuracy of the Sites and the content on the Sites, it makes no representations, warranties or guarantees whatsoever as to the correctness or accuracy of the Sites and content thereon. It is possible that the Sites could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions, and alterations could be made to the Site by third parties. In the event that an inaccuracy arises, please inform DrChrono so that it can be corrected. Information contained on the Sites may be changed or updated without notice. Additionally, DrChrono shall have no responsibility or liability for information or content posted to the Sites from any non-DrChrono affiliated third party. This includes any information, content or links posted on a Provider’s Virtual Waiting Room.

IX. Confidential Information

"Confidential Information" means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include the content you post to the DrChrono Services, not including personal and health-related information; DrChrono Confidential Information shall include the DrChrono Services, customer feedback, and information relating to the performance, reliability, or stability of the DrChrono Services, operation of the DrChrono Services, know-how, techniques, processes, ideas, algorithms, and software design and architecture; and Confidential Information of each party shall include business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

Protection of Confidential Information. The Receiving Party shall (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms of Use, and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

X. Intellectual Property Rights and Your License to Use

You, or the people who allow you to use their content, own all of the content you create using the DrChrono Services. However, we may use it for any purpose, including in our marketing materials. We may also modify your content to make it work better on the DrChrono Services.

It is very important that you have permission to use other people’s content or they may be able to sue you for violating their legal rights.

DrChrono Claims No Ownership. The DrChrono Services may provide you with the ability to create, post, or share content (“Your User Content”). DrChrono claims no ownership over Your User Content. You or a third-party licensor, as appropriate, retain all copyright, patent, and trademark rights to any of the content you post on or through the DrChrono Services. You are responsible for protecting those rights. You also acknowledge and agree that Your User Content is non-confidential and non-proprietary.

DrChrono’s Use of Posted Content on the DrChrono Services. By creating, posting, or sharing Your User Content on or through the DrChrono Services, and subject to DrChrono’s Privacy Policy, you grant DrChrono a perpetual, world-wide, non-exclusive, non-transferable, royalty-free license to use, modify, remove, publish, transmit, or display Your User Content for any purpose, including for the purpose of promoting DrChrono and its services. You waive any rights you may have regarding Your User Content being altered or manipulated in any way that may be objectionable to you. DrChrono reserves the right to refuse to accept, post, display, or transmit any User Content in its sole discretion.

You Acquire No Ownership of Others’ Content. You understand and agree that you will not obtain, as a result of your use of the DrChrono Services, any right, title, or interest in or to such content delivered via the DrChrono Services or in any intellectual property rights (including, without limitation, any copyrights, patents, trademarks, trade secrets, or other rights) in the content.

You Must Have Rights to the Content You Post. You represent and warrant that: (i) you own the content posted by you on or through the DrChrono Services or otherwise have the right to grant the license set forth in these Terms of Use, (ii) the posting and use of Your User Content on or through the DrChrono Services does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person, and (iii) the posting of Your User Content on the DrChrono Services does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing any person by reason of content you post on or through the DrChrono Services.

The DrChrono Services contain content from users and other DrChrono licensors. Except as provided within these Terms of Use, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any content appearing on or through the DrChrono Services.

XI. Copyright Policy

Let us know if you think a user has violated your copyright using the DrChrono Services, or if you think someone incorrectly reported that you violated his or her copyright.

We disclaim any responsibility or liability for copyrighted materials posted on the Sites. If you believe that your work has been copied in a manner that constitutes copyright infringement, please follow the procedures set forth below.

DrChrono respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”), which provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law, we will respond promptly to notices of alleged infringement that are reported to DrChrono’s Designated Copyright Agent, identified below.

If you believe in good faith that materials posted on the DrChrono Services infringe your copyright, you (or your agent) may send DrChrono a “Notification of Claimed Infringement” requesting that the material be removed, or access to it blocked. The notice must comply with the following requirements:

  1. Identify the copyrighted works that you claim have been infringed;
  2. Identify the material or link you claim is infringing (or the subject of infringing activity) and that access to which is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Sites where such material may be found;
  3. Provide your mailing address, telephone number, and, if available, email address;
  4. Include both of the following statements in the body of the Notice: “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).” “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
  5. Provide your full legal name and your electronic or physical signature; and
  6. Deliver this Notice, with all items completed, to our Copyright Agent:
    328 Gibraltar Drive
    Sunnyvale, CA 94089
    Attn: DrChrono Inc.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send DrChrono a counter-notice.

Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Consult your legal advisor and see 17 U.S.C. Section 512 before filing a notice or counter-notice as there are penalties for false claims under the DMCA.

XII. Suggestions and Submissions

Do not send us your ideas for a new business or functionality. If you do, we can use them without compensating you.

DrChrono appreciates hearing from its users and welcomes your comments regarding the DrChrono Services. Please be advised, however, that DrChrono does not accept or consider creative ideas, suggestions, inventions, or materials (“creative ideas”) other than those which we have specifically requested. While DrChrono values your feedback on our services, clinical workflows, medical templates or other feedback with respect to the DrChrono Services or DrChrono Content (collectively, “Feedback”), please be specific in your comments and do not submit creative ideas. If, despite this request, you send DrChrono creative ideas, DrChrono shall:

  1. own, exclusively, all now known or later discovered rights to the Feedback;
  2. not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any Feedback; and
  3. be entitled to unrestricted use of the Feedback for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.

For the avoidance of doubt, You shall, and hereby do, hereby irrevocably assign to DrChrono Your entire right, title and interest in and to the Feedback without restriction.

XIII. User Content Disclaimers, Limitations, and Prohibitions

We do not represent or guarantee the truthfulness, accuracy, or reliability of content, posted by users (“User Content”). You accept that any reliance on material posted by other users, vendors, or suppliers will be at your own risk. By using the DrChrono Services you accept the risk that you might be exposed to content that is objectionable or otherwise inappropriate.

You are solely responsible for Your User Content on the DrChrono Services. DrChrono does not endorse any, nor is it responsible for, User Content on the DrChrono Services. You assume all risks associated with Your User Content, including anyone’s reliance on its quality, accuracy, or reliability. You may expose yourself to liability if, for example, Your User Content contains material that is false, intentionally misleading, or defamatory; violates third-party rights; or contains material that is unlawful or advocates the violation of any law or regulation.

Do not do bad things with the DrChrono Services, try to break it, or steal our hard work.

You agree to use the DrChrono Services only for its intended purpose and in an authorized manner. You must use the DrChrono Services in compliance with all privacy, data protection, intellectual property, and other applicable laws. The following uses of the DrChrono Services are prohibited. You may not:

  1. attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to the DrChrono Services, user accounts, or the technology and equipment supporting the DrChrono Services;
  2. frame or link to the DrChrono Services without permission;
  3. use data mining, robots, or other data gathering devices on or through the DrChrono Services, unless specifically allowed by these Terms of Use;
  4. post incomplete, false, or misleading information, impersonate another person, or misrepresent your affiliation with a person or entity;
  5. disclose personal information about another person or harass, abuse, or post objectionable material;
  6. sell, transfer, or assign any of your rights to use the DrChrono Services to a third party without our express written consent;
  7. post advertising or marketing links or content, except as specifically allowed by these Terms of Use;
  8. use the DrChrono Services in an illegal way or to commit an illegal act in relation to the DrChrono Services or that otherwise results in fines, penalties, and other liability to DrChrono or others; or
  9. access the DrChrono Services from a jurisdiction where it is illegal or unauthorized.

XIV. Consequences of Violating These Terms of Use

If you do not act acceptably and responsibly, we may refuse to provide the DrChrono Services to you.

We reserve the right to suspend or terminate your account and prevent access to the DrChrono Services for any reason, at our discretion. We reserve the right to refuse to provide the DrChrono Services to you in the future.

We may review and remove any User Content at any time for any reason, including for activity which, in our sole judgment: violates these Terms of Use; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive or illegal; or violates the rights of, or harms or threatens the safety of, users of the DrChrono Services.

You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms of Use and your use of the DrChrono Services.

XV. DrChrono’s Liability

We are not liable for anything our users do when using the DrChrono Services. We may also change the DrChrono Services at any time and are not liable for how this may affect you. We don’t guarantee the quality or accuracy of any content you view using the DrChrono Services or other websites.

Changes to the DrChrono Services. We may change, suspend, or discontinue any aspect of the DrChrono Services at any time, including hours of operation or availability of the DrChrono Services or any feature, without notice or liability.

User Disputes. We are not responsible for any disputes or disagreements between you and any third party with whom you interact using the DrChrono Services, including payment processors and speech-to-text providers. We are also not responsible for disputes or disagreements between you and any patient with or for whom you or the patient have used the DrChrono Services. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release DrChrono of all claims, demands, and damages in disputes among users of the DrChrono Services. You also agree not to involve us in such disputes. Use caution and common sense when using the DrChrono Services.

Content Accuracy. We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the DrChrono Services, including health-related information. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from third-party vendors or suppliers, such as data resulting from the speech-to-text functionality, or the quality or nature of third-party products or services obtained through the DrChrono Services. Use the DrChrono Services at your own risk.

We make no promises and disclaim all liability of specific results from the use of the DrChrono Services.

Released Parties Defined.Released Parties” includes DrChrono and our affiliates, officers, employees, agents, partners, and licensors.

A. DISCLAIMER OF WARRANTIES

You use the DrChrono Services at your own risk. We make no warranties or guarantees.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE DRCHRONO SERVICES IS AT YOUR SOLE RISK, AND THE DRCHRONO SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR (INCLUDING ANY AND ALL THIRD PARTY) SERVICES OFFERED BY BUSINESSES LISTED ON THE DRCHRONO SERVICES, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (I) THE DRCHRONO SERVICES WILL MEET YOUR REQUIREMENTS, (II) THE DRCHRONO SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE DRCHRONO SERVICES WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY GOODS OR SERVICE AVAILABLE ON THE DRCHRONO SERVICES WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE DRCHRONO SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL.

B. LIMITATION OF LIABILITY AND INDEMNIFICATION

We are not liable for anything that happens to you that somehow may be connected to your use of the DrChrono Services. If you use the DrChrono Services in a way that causes us to be included in litigation, you agree to pay all of our legal fees and costs.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU OR YOUR PATIENTS FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF DRCHRONO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE DRCHRONO SERVICES OR THE DRCHRONO CONTENT; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE DRCHRONO SERVICES OR YOUR USE OF THE DRCHRONO CONTENT; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE DRCHRONO SERVICES; (V) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US; OR (VI) ANY OTHER MATTER RELATING TO THE DRCHRONO SERVICES, THE DRCHRONO CONTENT, ANY THIRD PARTY SOFTWARE OR SERIVCES, OR YOUR USE OF BROWSER EXTENSIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT POSSIBLE BY LAW, OUR MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE DRCHRONO SERVICES OR YOUR USE OF DRCHRONO CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100.

You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) your use of or reliance on any third-party content, (ii) your use of or reliance on any DrChrono Content or the use of the DrChrono Services, (iii) any activity on the DrChrono Services under your log-in credentials, or (iv) your breach of these Terms of Use. We shall provide notice to you promptly of any such claim, suit, or proceeding.

XVI. Arbitration, Class Waiver, and Waiver of Jury Trial

We are located in California, so all disputes must be resolved there. We will use arbitration to resolve any problems, and you cannot join a class action lawsuit or obtain a jury trial for any disputes you have with us related to your use of the DrChrono Services.

These Terms of Use and the relationship between you and DrChrono shall be governed by the laws of the state of California without regard to its conflict of law provisions. You and DrChrono agree to submit to the personal and exclusive arbitration of any disputes relating to your use of the DrChrono Services under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, shall be conducted in Santa Clara County in the State of California. You covenant not to sue or bring any other legal action against DrChrono in any other forum.

You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to your use of the DrChrono Services, these Terms of Use or any other agreement with DrChrono:

  • YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
  • YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND
  • YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED.

XVII. Chargebacks; Debt Collections

The DrChrono Services may integrate with a third-party payment processor(s) (each, a “Payment Processor”) that process third party credit card payments on your behalf through your account on the DrChrono Services (the “Payments”). If a chargeback occurs with respect to any Payments processed on your behalf (a “Chargeback”), then you agree that, as between you and DrChrono, you will be solely responsible for the amount of the disputed Payment and any additional fees or penalties which are charged by the Payment Processor (collectively, the “Chargeback Amount”). DrChrono will use reasonable efforts to notify you if a Payment Processor notifies DrChrono that a Chargeback has occurred, and you agree to assist DrChrono as necessary to investigate and resolve the Chargeback. In the event that a Chargeback occurs and DrChrono pays any Chargeback Amounts to the Payment Processor that is attributable to Payments processed on your behalf, you further agree to pay to DrChrono any Chargeback Amount associated with such Chargeback, and hereby authorize DrChrono to charge the balance of such Chargeback Amount to your default payment method, plus a service fee equal to the greater of (x) $15 or (y) such amount that is charged by any third party and/or any other financial institution(s) (the “Service Fee(s)”). If a Chargeback is resolved in your favor and the Payment Processor gives DrChrono a credit for some or all of the Chargeback Amount, then DrChrono shall refund to you such credited amounts. The Service Fee is non-refundable. In the event that you request a refund of any Payments, you will be responsible for any and all credit card or third party processing fees. For the avoidance of doubt, such credit card and/or third party processing fees shall not be refundable to you if you request a refund of any Payments. In the event that: (i) a chargeback dispute is resolved in your favor, DrChrono reserves the right to terminate Your Agreement (and suspend the DrChrono Services) at any time following prior written notice to you; and (ii) if you remain in default of your payment obligations under Your Agreement, then we may engage a third-party debt collector to seek recovery of any such past due amounts.

XVIII. General Terms; Other Legal Provisions; No SPIFF; Force Majeure.

These Terms of Use, along with Your Agreement, and any policies applicable to you posted on the DrChrono website, constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. Our failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Use remain in full force and effect. The section titles and annotations in these Terms of Use are for convenience only and have no legal or contractual effect. You acknowledge and agree that You shall not offer any form of bonus income, plans, promotions, or any other form of additional incentives (“SPIFFs”) directly to DrChrono’s employees, consultants, affiliates or subcontractors. Instead, You must direct all proposed SPIFFs directly to DrChrono’s Partner Relationship Manager (the “SPIFF Contact”). The SPIFF Contact shall then work with You and decide whether or not to implement the SPIFFs in his/her sole discretion. To the fullest extent permitted under applicable law, DrChrono will be excused from performance under these Terms of Use and Your Agreement for any period that it is prevented from or delayed in performing any obligations pursuant to these Terms, in whole or in part, as a result of a Force Majeure Event. For purposes of these Terms of Use and Your Agreement, “Force Majeure Event” means an event or series of events caused by or resulting from any of the following: (a) weather conditions or other elements of nature or acts of God, including pandemics or epidemics; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion; (c) quarantines or embargoes, (d) labor strikes; (e) telecommunications, network, computer, server or Internet disruption or downtime; (f) unauthorized access to DrChrono’s information technology systems by third parties; or (g) other causes beyond the reasonable control of DrChrono.

XIX. Contact Information

If you have any questions about these Terms of Use or the DrChrono Services, please visit our website to contact us.



Sincerely,

DrChrono Inc.



DrChrono Inc.

ADDENDUM FOR TELEMEDICINE SERVICES

This Addendum for Telemedicine Services (this “Addendum”) is subject to the terms of the DrChrono Master Services Agreement or DrChrono Customer Agreement previously entered into by and between you and DrChrono Inc. (the “Original Agreement”), the terms of which are hereby incorporated by reference. Capitalized terms used herein but not defined have the meanings given to them in the Original Agreement.

You hereby acknowledge that (i) you may use the telemedicine functionality that has been integrated into the DrChrono Services at no cost from the Effective Date of this Addendum until July 31, 2020; and (ii) commencing with your DrChrono invoice for August 1, 2020, in addition to all Fees you are obligated to pay pursuant to the terms of the Original Agreement, you also hereby agree to be billed by DrChrono for an additional $5 per virtual visit that you schedule on the DrChrono Services.

You acknowledge and agree that the terms set forth in this Addendum (as well as the Agreement) are considered to be Confidential Information (as defined in the Terms of Use) and shall not to be disclosed (directly or indirectly).

This Addendum will be deemed effective as of the date you accept this Addendum by clicking “I AGREE” (the “Effective Date”). Further, by clicking “I AGREE”, you directly and expressly represent and warrant that you have been given and have received and accepted authority to accept this Addendum on behalf of the party for whom it is indicated you have accepted this Addendum, and further have been expressly given and received and accepted authority to enter into a binding agreement on behalf of such party with respect to the matters contained herein and as stated herein. Except as expressly provided in this Addendum, all of the terms and provisions of the Original Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the parties. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Original Agreement or as a waiver of or consent to any further or future action on the part of either party that would require the waiver or consent of the other party. On and after the Effective Date, each reference in the Original Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein,” or words of like import will mean and be a reference to the Original Agreement as amended by this Addendum.